ARTICLE I. PURPOSES
(A) The purposes of this Association are to improve business conditions of international commerce within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Revenue Code), including but not limited to: (1) improving channels of communication and understanding between the U.S. Government, its executive departments and agencies, and Foreign-Trade Zone Grantees, Operators, and Users; (2) promoting, stimulating and improving Foreign-Trade Zones and their usage as integral and valuable tools in the international commerce of the United States; and (3) encouraging the establishment of Foreign-Trade Zones at U.S. ports of entry.
(B) Notwithstanding any other provision of these Bylaws, the organization shall not carry on any other activities not permitted to be conducted or carried on by an organization exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of
any future United States Revenue Code).
ARTICLE II. MEMBERSHIP
Section 1. ELIGIBILITY FOR MEMBERSHIP:
(A) Voting Membership shall be restricted to the following entities:
(1) public or private corporations that
(a) hold Zone Grants (Zone Grantees) (as defined in the Foreign- Trade Zones Act of 1934, as amended),
(b) have filed an application with the Foreign-Trade Zones Board requesting the issuance of a Zone Grant (pending Zone Grantees), or
(c) are eligible to file an application with the Foreign-Trade Zones Board requesting the issuance of a Zone Grant (potential Zone Grantees).
(2) entities that are authorized operators of Foreign-Trade Zones (as defined in the Foreign-Trade Zones Board Regulations at 15 C.F.R. 400.2), and
(3) entities that:
(a) are Zone Users (as defined in the Foreign-Trade Zones Board Regulations at 15 C.F.R. 400.2); or
(b) are contemplating the use of a foreign-trade zone or subzone (potential Zone Users)
(4) non-governmental entities having a direct financial and/or professional interest in zone activity (i.e. law firms, consultants, customs brokers, sureties, developers, property owners, etc.)
Each Voting Member shall be entitled to one vote. Each Voting Member must have a single designated representative and may have as many additional representatives as approved by the Board. In order to qualify as the designated representative or as an additional representative, an individual must be an owner, principal, officer or employee of said Member. Only the designated representative is empowered to vote for the Member. All representatives (designated and additional) of the Member shall receive Association literature and attend meetings.
Upon a polling request by a Member Grantee, Operator or User, a vote of two thirds of the Grantees, Operators and Users who are Members registered at the meeting may override any vote of the Members at such Association meeting.
(B) Non-Voting Membership shall be restricted to the following entities:
(1) Trade associations with an interest in supporting the Foreign-Trade Zones Program.
(2) State and local government, civic, financial, business, and commercial or industrial organizations and educators interested in Foreign-Trade Zones, their uses and promotion. (i.e., non-Grantee Municipalities, Port Authorities, State agencies, Economic Development Agencies, Chambers of Commerce, Universities, etc.).
Only staff of the above entities is eligible to participate in the NAFTZ under the Non-Voting Membership. An individual employed by a Non-Voting Member cannot be elected or appointed to the NAFTZ Board of Directors nor can said individual serve on the Nominating Committee. Although an individual employed by a Non-Voting Member may participate on any other NAFTZ Committee or task force said individual cannot serve as the Chairman of any NAFTZ Committee or task force (nor be a voting member of said NAFTZ Committee or Task Force) nor can said individual attend the NAFTZ Annual Meeting or “Voting Member Only” Meeting.
(C) Honorary Life membership for an individual shall be elected by the recommendation of the Board of Directors and the majority vote of the members present at the annual meeting. Honorary Life Members shall pay no fees or dues and have no vote in meetings of the Association unless said Honorary Life Member is the designated representative of a Member.
Honorary Life membership shall be limited to an individual who:
(1) has served the NAFTZ in the capacity of a Director for a minimum of eight (8) years;
(2) has provided exceptional leadership for the NAFTZ; and
(3) has been retired as a voting member of the NAFTZ Board of Directors for a period of at least three (3) years, during which time the member has remained a participant in and contributor to the NAFTZ.
Section 2. ELECTION: An Application by an entity applying for Voting or Non-Voting Membership shall be submitted in writing to the President or his/her designee for review and submission to the Board of Directors for final consideration. In addition, an application by an individual to be the designated or additional representative of a Voting Member shall be submitted in writing to the President or his/her designee for review and submission to the Board of Directors for final consideration. Election to membership shall be by majority vote of those present at any meeting of the Board of Directors.
Section 3. MEMBERSHIP DUES: Annual membership dues for Voting Members (designated and additional representatives) as well as for Non-Voting Members shall be determined by the Board of Directors.
ARTICLE III. MEETINGS
Section 1. ANNUAL MEETINGS: The Association shall meet annually, or more frequently as necessary, to conduct the affairs of the organization. The annual meeting shall be scheduled by agreement of a majority of the Board of Directors based upon criteria set out in writing by said Board. In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided for, the Board of Directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted at such meeting shall be valid as if transacted at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for the annual Association meeting. Elections of officer and directors shall be held at the close of each annual meeting and the terms of office of those elected shall begin at once.
Section 2. SPECIAL MEETING: Special meetings of the Members of the Association shall be held whenever called by the Chairman of the Board or by a majority of the Board of Directors.
Section 3. NOTICE AND PLACE OF MEETINGS: Notice of all meetings of the members of the Association stating the time, the place and, in cases of a special meeting, the purposes for which such meeting is called, shall be given by or at the direction of the Chairman of the Board or Vice Chairman of the Board by mail and/or electronic transmission to each Member not less than thirty (30) days prior thereto. The Annual and Special Meetings of members do not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
Section 4. QUORUM: At any meeting of the Members, a majority of all voting Members registered at the scheduled meeting shall constitute a quorum for the transaction of business. When a quorum is present at any meeting, a majority of the voting Members there shall decide any questions before such meeting.
Section 5. PROXY VOTING: Members may vote at all meetings either in person or by proxy. All proxies shall be in writing and be signed by the designated representative of the Member so entitled to vote. The Proxy must state the meeting at which it is intended for use, and set forth action to be taken, shall be filed with the Secretary at least five (5) days prior to the date of the meeting, and entered of record into the minutes of the meeting.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. NUMBER AND ELECTION: The number of the Directors of this Association shall be fifteen (15), of which at least three (3) shall be the designated representative of a Zone Grantee or Zone Applicant. The Board of Directors shall be comprised of the Association’s four (4) Officers and eleven (11) non-Officer Directors. Members of the Board of Directors shall be chosen by ballot by a majority of the Members of the Association voting at the annual meeting of the Members or at any meeting held in place thereof as provided by law. Each non- Officer Director shall serve for two (2) years and until his successor is duly elected and qualified. Each Officer shall serve for one (1) year and until his successor is duly elected and qualified. At no time can any entity have more than one (1) representative hold office as a Director. Every odd year, six (6) non-Officer Directors will be elected to serve a two (2) year term and every even year five (5) non-Officer Directors will be elected to serve a two (2) year term. Every year the four (4) Officers will be elected to serve a one (1) year term.
All Directors shall be of full age and the designated representative of a Member. The Immediate past Chairman of the Board shall be an ex-officio member of the Board of Directors for a period of (1) year following the end of his or her term. Non-Officer Directors shall not serve more than five (5) years during any six (6) year period of time. Standard terms for each Officer position shall be for one (1) year, however any Officer may be re-elected one or more times to the same office.
Section 2. POWERS: The Board of Directors shall be the governing body of this Association. It shall establish the policies of the Association and oversee the administration of the Association by the President and the Association’s staff. The Board shall pass on all applications for membership, having authority to approve or reject them, and shall interpret the By-laws when necessary. The Board shall decide on any matter that may be referred to it by the Chairman of the Board, Vice Chairman of the Board, Secretary, Treasurer, or by written communication and/or electronic transmission signed by five (5) Members in good standing. A majority of the Board shall constitute a quorum for the transaction of business. A majority vote of those present shall be required for the passage of any motion or resolution. The Board may transact such part of its business by mail, telephone conference or electronic transmittal, as it may deem advisable.
Section 3. MEETINGS: Regular meetings of the Board of Directors where physical attendance by the Directors is required shall be held each year immediately prior to or following the annual meeting of the members and at such other times and places as the Board of Directors by vote may determine, and if so determined, no notice thereof need be given. Special meetings of the Board of Directors may be held at any time or place whenever called by the Chairman of the Board, or by a majority of the Board, notice thereof being given to each Director by the Secretary, or at any time without formal notice, provided all the Directors are present, or those not present shall at any time waive or have waived notice thereof. Notice of special meetings, stating the time and place thereof, shall be given by mailing and/or electronically transmitting the same to each Director at his residence, business address or email address at least (30) days before the meeting. Such special meeting shall be held at such time and place as the notice thereof or waiver shall specify.
Section 4. PRESIDENT: The Board of Directors may employ a President to serve as the Chief Operating Officer of the Association. The President may employ, with the concurrence of the officers, such other full-time employees as may be necessary to conduct efficiently the business of the Association. The President shall serve at the pleasure of the Board of Directors and pursuant to the terms of his or her contract which is to be executed by the Chairman of the Board on behalf of the Association. The Board of Directors shall approve general funding for staff salaries. The President shall submit a report of his or her activities to the Board of Directors monthly and submit a report on the preceding year at each annual meeting.
Section 5. HONORARY DIRECTORS: Honorary Directors may be elected from time to time by the Board of Directors in recognition of outstanding service to the Association. Honorary Directors may attend and participate in all meetings of the Board of Directors, but without the right to vote and shall not count toward the number of authorized Directors.
Section 6. ANNUAL AUDIT: An audit shall be conducted by a certified public accountant annually in accordance with the standard accounting procedures. The Board of Directors shall select the accounting firm for the annual audit.
ARTICLE V. OFFICERS
Section 1. NUMBER: The officers of this association shall consist of a Chairman of the Board, Vice Chairman of the Board, Secretary and Treasurer, and such other officers as the Board of Directors, shall, from time to time, deem necessary and appoint.
Section 2. THE CHAIRMAN OF THE BOARD: It shall be the duty of the Chairman of the Board, in his or her capacity as the Chief Executive Officer of the Association, and in cooperation with the other officers of the Association, to oversee the implementation of the policies established by the Board of Directors. The Chairman of the Board shall enforce the provisions of the Bylaws and directives of the Board of Directors, and shall preside over meetings of the Board of Directors and the annual meeting. The Chairman of the Board, or the Vice Chairman of the Board, shall approve in writing necessary agreements and contracts of the Association. The Chairman of the Board, with the consent of the Board, shall appoint the members of all committees and task forces, and shall be an ex-officio member of each such appointed committee or task force. The Chairman of the Board shall be Chairman of the Board of Directors and shall render an annual report to the Association. The Chairman of the Board shall perform all the duties commonly incident to the office and shall perform such other duties as the Board of Directors may designate.
Section 3. VICE CHAIRMAN OF THE BOARD: It shall be the duty of the Vice Chairman of the Board to assist the Chairman of the Board to oversee the implementation of the policies established by the Board of Directors and be responsible for specific assignments delegated by the Chairman of the Board. The Vice Chairman of the Board shall carry out the duties of the Chairman of the Board whenever the Chairman of the Board is unable to do so.
Section 4. SECRETARY: It shall be the duty of the Secretary to keep a record of all meetings of the members and Board of Directors. The Secretary shall ensure that copies of minutes of all such meetings are prepared and mailed to the membership as directed by the Chairman of the Board or Board of Directors. The Secretary shall serve as an elected officer, ensure that a list of members and officers is maintained, and arrange for the publication of such lists as requested.
Section 5. TREASURER: The Treasurer shall cause to be kept full and accurate accounts of receipts and disbursements of the funds of the Association. The Treasurer shall cause to be deposited all monies received in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors and shall submit monthly financial reports to the Board of Directors and an annual report to the Association. The Treasurer shall cause an audit to be conducted annually in accordance with generally accepted accounting standards and provide the audit report to the Board of Directors not later than 30 days after receipt from the independent auditor.
ARTICLE VI. NOMINATING COMMITTEE
A Nominating Committee shall be appointed by the Chairman of the Board at least ninety (90) days prior to each annual meeting, subject to approval by the Board. The Committee shall consist of five (5) members, with at least three (3) of the members being a Grantee, authorized FTZ Operator and/or User. The President will serve as an ex-officio member of the Nominating Committee and shall not have a vote. The Nominating Committee shall, at least (60) days prior to the annual meeting, present to the Board of Directors, for its review, an initial slate of candidates for election as Directors and/or Officers at the next annual meeting. At least thirty (30) days prior to the annual meeting the final slate of candidates developed by the Nominating Committee shall be mailed and/or electronically transmitted to all members for vote during the annual meeting. However, nominations for candidates for election as officers or Directors may be made from the floor during the annual meeting.
ARTICLE VII. RESIGNATIONS AND REMOVALS
Section 1. RESIGNATION: Any member of the Board of Directors of the Association may resign as a Director and/or officer at any time by giving written notice to the Association, to the Board of Directors, or to the Chairman of the Board or to the Secretary of the Association. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Directors.
Section 2. REMOVAL: Any Member of the Board of Directors may be removed for cause from his office as a Director and/or officer at any time upon the affirmative vote of three-quarters of the Directors present at a meeting of the Board called solely for that purpose on at least thirty (30) days notice. The Director shall be given notice of the grounds for removal and the opportunity to be heard by the Board of Directors.
ARTICLE VIII. VACANCIES
As the office of any Director or Officer becomes vacant by reason of death, resignation, removal, disqualification, or otherwise, the Board of Directors by a majority vote shall appoint a successor who shall fill such vacancy until the next annual meeting. In the case where the vacancy occurs after the Nominating Committee has submitted the slate of nominees to the membership but prior to the annual meeting, the Nominating Committee shall add an additional candidate(s) to its slate of nominees so as to fill the vacant position(s).
ARTICLE IX. SUSPENSION OR EXPULSION OF MEMBERS
Section 1. NONPAYMENT OF DUES: Written notice of failure to pay dues shall be sent to any member whose dues remain unpaid after thirty (30) days from the date due. Any member that has received such written notice whose dues remain unpaid after ninety (90) days from the date due may be expelled from membership by a majority vote of the Board of Directors.
Section 2. FOR CAUSE: A member may be suspended or expelled from the Association for cause (other than nonpayment of dues) upon the affirmative vote of three-quarters of the members of the Board of Directors present at a meeting called on at least thirty (30) days notice. The member shall be given notice of the grounds for removal and the opportunity to be heard by the Board of Directors.
ARTICLE X. AMENDMENTS
The By-laws of this Association may be amended or repealed by vote of a majority of the voting Members of the Association registered at any meeting of the members, provided notice of the proposed change is given in a notice of the meeting, or notice thereof is waived in writing.
ARTICLE XI. FISCAL YEAR
The fiscal year of this Association shall be January 1 through December 31.
ARTICLE XII. PARLIAMENTARY PROCEDURE
The proceedings of Association meetings shall be governed by, and conducted according to the latest edition of Robert’s Rules of Order, except where inconsistent with the Articles of Incorporation or these Bylaws.
ARTICLE XIII. DISSOLUTION
In the event of dissolution of the organization, no member shall be entitled to any distribution or division of its remaining property or proceeds, and the balance of all money and other property received by the organization from any source, after the payment of all debts and obligations of the organization, shall be used or distributed exclusively for the purposes within the intent of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Revenue Code).